TERMS OF SERVICE
THESE TERMS OF SERVICE SHOULD BE READ CAREFULLY BY YOU. THESE TERMS OF SERVICE APPLY TO ALL VISITS TO AND USES OF THIS WEBSITE.
1) Description of Service: Perfect Tense™ is a grammar-correcting software as a service tool (the "Service") owned by Cardinell Enterprises LLC dba Cortx ("Cortx").
3) Use of the Site or the Service: Absent an Enterprise Agreement with Cortx, the Service is made available for personal use only and requires your agreement to this Agreement, the selection of a subscription plan/pricing tier (each, a "subscription"), and completion of registration of an account in advance. You shall not use the Site or the Service in any unlawful manner or in any manner that interferes with or interrupts the Site or the Service. The Site and the Service are provided individually and collectively "as is" and on an "as available" basis. Cortx does not guarantee and does not promise any specific results from the use of the Site or the Service.
To register an account, you must provide current and accurate contact and payment information where designated. Cortx reserves the right to refuse or deny registration of an account at any time and without notice for any reason.
4) Representations: By using the Site or the Service, you represent, warrant, and agree as follows:
You are duly-authorized to bind all persons on whose behalf you use the Site, registered an account, or use the Service to this Agreement; and
You have not (nor will you), and no one at your instruction has (or will):
impersonated another person or misrepresented your relationship with an individual or business;
used this Site, the Service, or any output, report, email, communication, or other data or information delivered by, created by, or resulting from the Service for any purpose that threatens, harasses, deceives, or is abusive or defamatory of any third party;
disclosed information to Cortx in violation of any obligation of confidentiality that you may have;
used this Site for commercial activities or promotions such as contests, sweepstakes, barter, pyramid schemes, advertising, affiliate links, and other forms of solicitation;
introduced software or automated agents to the Site or accessed the Site to produce multiple accounts, generate automated messages, or to scrape, strip or mine data from the Site;
"framed" or "mirrored" or otherwise incorporated any part of the Site (including, but not limited to, any of Cortx’s IP (defined below) or the Service into any website, or "deep-link" to any portion of the Site without Cortx’s advance and express written permission;
copied, modified, redistributed, or created derivative works of the Site, the Service, or any of Cortx’s IP;
copied or used any of the Site, the Service, or Cortx’s IP for creating a competitive product or service or building a product or service using similar ideas, feature, functions, or graphics;
sold, resold, rented, leased, loaned, traded or otherwise monetized any of the Site, the Service, or Cortx’s IP;
integrated with, interfered with, disrupted, modified, reverse engineered, or decompiled the Site, the Service, or Cortx’s IP;
disrupted or created an undue burden on the Site, the Service, or the networks or systems connected to or operating the Site or the Service;
introduced any viruses, trojan horses, worms, time bombs, cancelbots, corrupted files, or similar software to the Site or the Service;
systematically tracked any visitor or user of the Site, or extracted, collected, or harvested through electronic means or otherwise (e.g., without limitation, robots and spiders) any data or data fields from the Site; place into HTML documents or web pages a hypertext link to the Site without the express written permission of Cortx; or
Attempted to circumvent any security feature of the Site, the Service, or any system operating it.
You irrevocably waive and release Cortx, its owners, employees, contractors, representatives, agents, affiliates, successors, and assigns from all responsibility associated with your use, or the use by any person accessing the Site or the Service via your account, of the Site and the Service. Your representations, warranties, and obligations set forth in this Section shall survive the termination of your use of the Site or the Service.
5) User Responsibilities: At all times you must keep confidential the username, password, and account information applicable to your subscription. You are solely responsible for all information, data, text, messages, and other materials that you or anyone accessing the Site or the Service through or as a result of your account post to or transmit through the Site or the Service. You are solely responsible for all activities occurring as a result or associated with your account. You shall not, shall not agree to, and shall not authorize or encourage any third party to use the Service to upload, transmit, or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, threatening, pornographic, obscene, containing viruses, or is otherwise objectionable. Personal attacks, defamation, harassment, spam, offensive content, inappropriately behavior, or other illegal activities are strictly prohibited. What is objectionable, offensive, or inappropriate is to be determined in Cortx’s sole discretion. You agree that Cortx shall have the right to investigate your use of the Site and/or the Service or any use of your account to determine whether a violation of this Agreement has occurred or to comply or assist with any applicable law, regulation, legal process, investigation, civil suit, or governmental request. Violating the terms and conditions of this Agreement may result in immediate termination of your account, which shall be in addition to all other remedies available to Cortx at law or in equity. Your obligations under this Section shall survive the termination of your use of the Site or the Service.
6) Prohibited Uses: You must be a human to use the Site and/or the Service. Automated account registration or automating functions of the Site or the Service are strictly prohibited. You must not modify or adapt the Site or the Service or modify another website to falsely imply that it is associated with the Site, the Service, or Cortx. You agree to not modify the Site or the Service in any manner or otherwise use either for any unauthorized purpose. You agree not to access the Service by any means other than through the interface provided by Cortx. You acknowledge that the Service is not intended for permanent storage and agree not to use the Service for archiving data or for back-up purposes. Your obligations under this Section shall survive the termination of your use of the Site or the Service.
10) Idea Submissions: You can submit questions, comments, feedback, suggestions, ideas, plans, notes, corrections, drawings, or other original or creative materials (collectively, "Ideas") to Cortx through the Site or by other means so long as all submissions are lawful and do not infringe the rights of any third party. BY SUBMITTING ANY IDEA, YOU AGREE THAT YOU ARE DOING SO VOLUNTARILY AND ON A NON-CONFIDENTIAL AND GRATUITOUS BASIS, YOU REPRESENT AND WARRANT THAT YOU ARE THE SOLE AND ORIGINAL AUTHOR OF THE IDEA, AND YOU IRREVOCABLY ASSIGN, TRANSFER, AND CONVEY TO CORTX ALL OF YOUR RIGHT (INCLUDING, BUT NOT LIMITED TO, INTELLECTUAL PROPERTY RIGHTS (E.G., WITHOUT LIMITATION, COPYRIGHT) IN THE IDEA, GOOD AND MARKETABLE TITLE TO THE IDEA, AND ALL INTERESTS IN AND TO THE IDEA FOR NO COMPENSATION NOW OR IN THE FUTURE. UPON RECEIPT OF ANY IDEA, CORTX (OR ITS SUCCESSOR OR ASSIGN) SHALL OWN AND BE ENTITLED TO THE UNRESTRICTED RIGHTS, TITLE, AND INTERESTS OF THE IDEA FOR ANY PURPOSE, COMMERCIAL OR OTHERWISE, WITHOUT ACKNOWLEDGEMENT OR COMPENSATION TO YOU. DO NOT SUBMIT IDEAS IF YOU EXPECT TO BE PAID FOR THEM, IF THEY ARE NOT SOLELY YOUR IDEAS, OR YOU WANT TO CONTINUE TO OWN OR CLAIM ANY RIGHTS OR INTERESTS IN THEM.
12) Assignment: Cortx may assign this Agreement, in whole or in part, without restriction. You may not, directly or indirectly, by operation of law or otherwise, assign all or any part of this Agreement or your rights under this Agreement, or delegate performance of your duties under this Agreement, without Cortx’s prior consent. This Agreement shall inure to the benefit of Cortx’s successors and assigns. This Section shall survive the termination of your use of the Site or the Service.
13) Billing: A subscription is based on usage (e.g., number of characters or requests) and will be billed typically in two parts: a base, recurring fee or minimum that is billed monthly or annually (in advance), depending on your subscription selection, and periodic overage fees that are billed based on usage (collectively, the "subscription fees"). Although Cortx may provide a free trial of the Service as part of your selected subscription, all terms and conditions of this Agreement apply. Unless you cancel your account prior to the expiration date of your free trial (if any), you will be billed the subscription fees associated with the subscription you selected. Subscriptions renew automatically unless you cancel your account prior to the expiration date of the applicable subscription period. YOUR ACCOUNT MUST BE CANCELLED BY YOU BEFORE THE SUBSCRIPTION PERIOD RENEWS IN ORDER TO AVOID HAVING A NEW MONTH’S OR YEAR’S FEES BILLED TO AND COLLECTED FROM THE PAYMENT METHOD (defined below). Cortx reserves the right to change the timing of its billing, particularly if a payment method has not settled successfully.
You agree to pay Cortx for all subscription fees at the prices then in effect for the use of the Service by you or other persons using your account. If Cortx does not receive payment when due because your Payment Method is declined or otherwise fails to process, you agree to pay your balance by wire transfer, ACH, or other Cortx-approved method upon demand. There are no refunds or credits for dissatisfaction, plan downgrades or upgrades, nonuse, or early termination of your account or subscription. The provision of a free trial, discount, credit, or refund in one or more instances does not entitle you or any third party to any free trial, discount, credit, or refund in the future whether or not for similar circumstances, nor does it obligate Cortx to provide free trials, discounts, credits, or refunds for any reason.
Unless otherwise expressly stated by Cortx, all subscription fees, taxes (if applicable), and charges are in U.S. dollars and must be paid in U.S. currency. You are solely responsible for all applicable sales taxes, VAT taxes, and all other assessments that may apply at any time to your use of the Service, which shall be charged based on the taxing jurisdiction’s requirements. Failure to pay any amount of subscription fees, taxes, or charges due may result in the suspension or termination of your account without notice. If Cortx extends any credit terms to you and you fail to pay as agreed, you shall also be responsible for the following "charges" (which is not intended to be an exclusive list): (1) a late fee equal to ten percent (10%) of the outstanding balance ("Late Fee"), (2) interest on the outstanding balance at the annual rate of eighteen percent (18%) ("Interest"), and (3) all collection fees (including, but not limited to, attorneys’ fees, collection agency fees, and court costs) that Cortx incurs ("Collection Fees").
Cortx currently accepts PayPal, Visa, MasterCard, American Express, and Discover credit cards (each, a "Payment Method") but reserves the right to change the acceptable payment methods at any time and without notice. You authorize Cortx to charge all subscription fees, taxes, Late Fees, Interest, Collection Fees, and Reprocessing Fees (defined below) to the Payment Method. To make a credit card payment, you must provide the cardholder’s name and address, the card number, the card security code, and the card expiration date. You are solely responsible for keeping the Payment Method current in your account. If the Payment Method cannot be verified, is invalid at any time, or is otherwise unable to be processed for payment of any amount for any reason, your account may be suspended or terminated without relieving you of your responsibility to pay the amounts due under this Agreement. Cortx reserves the right to retry/resubmit the Payment Method reflected in your account periodically even after receiving notice of invalidity (or the like) from the Payment Method vendor, and you shall be solely responsible for any merchant services fees and other expenses Cortx incurs as a result of attempting to process or reprocess any payment that is declined or fails to process on the initial try ("Reprocessing Fees"). Cortx’s rights hereunder shall be in addition to all other remedies available to Cortx at law or in equity.
The obligation to pay applicable subscription fees, taxes, and charges continues until paid in full even if use of the Service is interrupted or discontinued at any time. Your obligations and Cortx’s rights under this Section shall survive the suspension, cancellation, or termination of your Account or use of the Service.
15) Cancellation: You may cancel your account at any time; however, Cortx does not provide refunds or credits for the unused portion of a subscription. Upon cancellation, Cortx will terminate your access to and use of the Service, your account, and any data associated with it.
16) Export Controls: All uses of the Site and the Service are subject to export and re-export control laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce and sanctions programs maintained by the Treasury Department’s Office of Foreign Assets Control. You must not export, re-export, transfer, divert, or otherwise dispose of any feature or component of the Service. You hereby represent and warrant that you are not prohibited from receiving U.S. origin products, including services or software. You are solely responsible for fulfilling any applicable governmental requirements in connection with your use of the Service.
17) DISCLAIMER. NOTWITHSTANDING ANY CONTRARY PROVISION OF THIS AGREEMENT OR REPRESENTATIONS MADE ON THE SITE, CORTX DOES NOT WARRANT OR GUARANTY THAT (A) THE SITE, THE SERVICE, OR ANY OUTPUT RESULTING FROM THE SERVICE ("OUTPUT") WILL BE SECURE, UNINTERRUPTED, ACCURATE, ERROR FREE, ACHIEVE ANY INTENDED RESULT, MEET YOUR EXPECTATIONS OR REQUIREMENTS OR THE EXPECTATIONS OR REQUIREMENTS OF ANY THIRD PARTY, BE COMPATIBLE OR WORK WITH ANY SOFTWARE OR NETWORK, OR COMPLY WITH ANY LAW OR REGULATION, (B) ERRORS OR DEFECTS IN THE SITE, THE SERVICE, OR OUTPUT WILL BE CORRECTED, OR (C) THE SITE, THE SERVICE, OR ANY OUTPUT IS FREE OF VIRUSES OR OTHER MALWARE OR HARMFUL CONDITIONS.
THE SITE, THE SERVICE, AND THE OUTPUT ARE PROVIDED "AS IS" AND "WITH ALL FAULTS". TO THE MAXIMUM EXTENT PERMITTED BY LAW, CORTX DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHER, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE, THAT THE SITE, THE SERVICE, OR ANY OUTPUT WILL BE ERROR OR DEFECT-FREE OR ACCURATE, OR THAT THE SITE, THE SERVICE, OR OUTPUT WILL NOT INFRINGE THE RIGHTS OF ANY THIRD PARTY.
USE OF OR RELIANCE BY YOU OR ANY THIRD PARTY ON THE SITE, THE SERVICE, AND/OR ANY OUTPUT SHALL BE UNDERTAKEN AT YOUR SOLE RISK. THIS SECTION SHALL SURVIVE THE SUSPENSION OR TERMINATION OF YOUR SUBSCRIPTION OR OTHER USE.
18) Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL CORTX BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST BUSINESS, GOODWILL, REVENUES, OR PROFITS, OR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES. CORTX’S LIMITATION OF LIABILITY HEREUNDER SHALL APPLY EVEN IF CORTX OR ANY OF ITS OWNERS, DIRECTORS, AFFILIATES, EMPLOYEES, CONTRACTORS, REPRESENTATIVES, OR AGENTS WERE ADVISED OF, KNEW, OR SHOULD HAVE KNOWN THAT DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY. THIS SECTION SHALL SURVIVE THE SUSPENSION, CANCELLATION, OR TERMINATION OF YOUR SUBSCRIPTION OR OTHER USE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, (A) CORTX SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OR LIABILITY UNLESS RESULTING FROM THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF CORTX; AND (B) CORTX’S CUMULATIVE LIABILITY TO YOU AND/OR ANY THIRD PARTY, TAKING INTO ACCOUNT ALL LOSSES, LIABILITIES, COSTS, AND EXPENSES, SHALL NOT EXCEED ONE HUNDRED DOLLARS. THIS SECTION SHALL SURVIVE THE TERMINATION OF YOUR USE OF THE SITE OR THE SERVICE.
19) Digital Millennium Copyright Act ("DMCA") Notice: If you believe any material available via this Site infringes a copyright you own or control, you may file a notification of such infringement with our Designated Agent at email@example.com. See 17 U.S.C. §512(c)(3) for the requirements of a proper notification under DMCA. If you knowingly misrepresent in your notification that the material or activity is infringing, you will be liable for any damages, including costs and attorneys’ fees, incurred by us or the alleged infringer as a result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing. In accordance with the DMCA and other applicable law, Cortx has also adopted a policy, in appropriate circumstances and in our sole discretion, for users who are deemed to be repeat infringers. Cortx may limit access to the Site, the Service, and/or terminate the accounts of any user who infringes any intellectual property rights of others, whether there is any repeat infringement.
20) Minors. Cortx cannot prohibit minors from visiting the Site. Cortx must rely on parents, guardians, and those responsible for supervising children under 18 to decide which materials are appropriate for their children to view and/or purchase. Cortx requires that all uses of the Site and the Service be made by authorized individuals who are at least 18 years of age.
21) Disputes; Notices: Any dispute that cannot be satisfactorily resolved after thirty (30) days written notice may be submitted for legal action. EACH PARTY HEREBY WAIVES TRIAL BY JURY. All notices must be in writing and addressed to the attention of the other party’s legal department and primary point of contact. Notice will be deemed given when verified by written receipt if sent by personal courier, overnight courier, or when received by mail without verification of receipt. The parties’ respective addresses are set forth below their signatures. This Section shall survive the termination of your use of the Site or the Service.
22) Governing Law: This Agreement shall be construed and enforced in accordance with the laws of the State of Maryland, without regard to its conflict of laws principles. Neither the Maryland Uniform Computer Information Transactions Act nor the United Nations Convention on Contracts for the International Sale of Goods shall apply to this Agreement. The parties hereby consent to the personal jurisdiction of the courts of Maryland, and the exclusive venue for any legal proceeding shall be the courts located in Baltimore City, Maryland unless Cortx otherwise agrees, which consent it may withhold in its sole discretion. You hereby waive any claim of forum non conveniens. You agree that if you bring an action in a forum other than one authorized by this paragraph, our attorneys may move to dismiss the action and you will be responsible for paying our reasonable attorneys' fees and court costs required for the motion. Any failure on our part to enforce any portion of this Agreement shall not be a waiver of our right to enforce that or any other portion of this Agreement. This Section shall survive the termination of your use of the Site or the Service.